The American conception of the duty of loyalty requires that directors act solely in the best interest of the corporation.1 In Germany, however, corporations are perceived to serve a broad social function rather than simply aiming to serve shareholder interests, and there is significant freedom under German law for company directors to factor in considerations unrelated to profit…
Category: Blog Articles
Can a Loan Acquirer be a Loan Originator?
The outcome of a recent mortgage case from the Fourth Circuit offers potentially exciting news to financial institutions engaged in the business of buying loans. Although the case received little to no coverage in mainstream news, it creates an ongoing split with the Ninth Circuit and has the potential to drastically change restitution calculations following…
The NFL and Kneeling during the Anthem
Ever since Colin Kaepernick took a knee during the anthem before a National Football League (“NFL”) preseason game in 2016, there has been ample commotion and analysis surrounding race relations in the United States. Kaepernick kneeled to voice his opposition to police brutality–particularly against African Americans–and racial tensions more broadly within the United States.1 Not…
The First Proxy Fight against a U.S.-Listed Chinese Company: Hedge Fund Lost the Proxy Fight Against Sina
Sina, a NASDAQ-listed corporation and one of the largest telecom companies in China, was recently faced with a proxy contest. This proxy fight was initiated by Aristeia Capital LLC, a Connecticut-based hedge fund which owns 3.19% of Sina’s shares and is one of the biggest Sina shareholders.1 As the campaign between Sina and Aristeia is…
Google Under Investigation in Missouri – Will the Tech Giant be Fined, or Need to Change its Practices?
On Monday, November 13, the Attorney General of Missouri, Josh Hawley, opened an investigation into Google’s business practices, looking into the possibility that the tech giant violated the state’s consumer protection and antitrust laws.1 The AG said that “the state’s preliminary investigation had found that Google may be collecting more information from users than the…
Regulatory Responses to the Rise of ICOs
Ten years ago the cryptocurrency market did not exist and blockchain technology was unknown to the world.1 As of the date of writing, the total cryptocurrency market cap stands at $364.5 billion and there are over 1,515 different cryptocurrencies.2 The growth in cryptocurrency markets is “without a doubt one of the fastest explosions of wealth…
Imposing Market Maker Obligations on Liquidity Providers
The historical practice of stock exchanges providing specialists started on the floor of the New York Stock Exchange in 1872.1 Up through the twentieth century, these specialists operated as market makers, ensuring market participants had timely and fair access to trades.2 The specialists had an affirmative obligation, in good times and in bad, to provide liquidity…
Is the End of Tax-Funded Subsidies for Professional Sports Stadiums Near?
Amidst polarizing protests by figures such as Colin Kaepernick, the National Football League and other professional sports organizations have stood at the center of political discussions surrounding free speech, racial inequality, and the role of social media in government in recent years. Amidst contentious debate, however, a closely related topic of advantages and monetary support…
Fintech Companies and Regulatory Problems
Historically, the financial services industry has been protected from significant market disruption based on new technological innovation.1 Incumbent companies in the industry have a number of economic moats to rely on: “ubiquitous distribution through branches”; “unique expertise such as credit underwriting”; and “the special status of being regulated institutions that supply credit . . ….
Opaque Chandeliers and the Need for Greater Art Auction Regulation
The art world is notoriously secretive and opaque. Common business practices across the spectrum of collectors, galleries, and auction houses can seem highly idiosyncratic to people on the outside, thereby presenting some interesting legal challenges. As the art market rose to unprecedented heights during the 1980s and 1990s, and on into the early 2000s,…